Form POS EX STATOIL ASA

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

Statoil ASA		Statoil Petroleum AS
(Exact name of registrant as specified in its charter)		(Exact name of registrant as specified in its charter)
Kingdom of Norway		Kingdom of Norway
(State or other jurisdiction of incorporation or organization)		(State or other jurisdiction of incorporation or organization)
Not Applicable		Not Applicable
(I.R.S. Employer Identification No.)		(I.R.S. Employer Identification No.)
Forusbeen 50, N-4035		Forusbeen 50, N-4035
Stavanger, Norway		Stavanger, Norway
Tel. No.: 011-47-5199-0000		Tel. No.: 011-47-5199-0000
(Address and telephone number of registrant’s principal executive offices)		(Address and telephone number of registrant’s principal executive offices)

 

 

Statoil North America, Inc.

1055 Washington Boulevard

7th Floor

Stamford, Connecticut 06901, U.S.A.

(203) 978-6900

(Name, address. and telephone number of agent for service)

 

 

Please send copies of all communications to:

John W. Connolly III

Clifford Chance LLP

10 Upper Bank Street

London E14 5JJ

England

Tel. No.: 020 7006 1000

 

 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement as determined by market conditions.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

 

 

 

---

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form F-3 of Statoil ASA (Registration No. 333-211232) and Statoil Petroleum AS (Registration No. 333-211232-01) (the “Registration Statement”) is being filed pursuant to Rule 462(d) of the Securities Act of 1933, as amended, solely to file the Exhibits to the Registration Statement as separate sub-files on EDGAR.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 9.

Exhibits

See Exhibit Index following the signature pages hereto and incorporated herein by reference.

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Statoil ASA certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Post-Effective Amendment No. 1 to its Registration Statement on Form F-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stavanger, Norway, on May 11, 2016.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed below by the following persons in the capacities indicated on May 11, 2016.

 

Signature		Title
* Øystein Løseth		(Chairman)
* Eldar Sætre		(President and Chief Executive Officer)
* Hans Jakob Hegge		(Executive Vice President and Chief Financial Officer)
/s/ PHILIPPE F. MATHIEU Philippe F. Mathieu		(Senior Vice President, Finance)
* Roy Franklin		(Non-Executive Director)
Bjørn Tore Godal		(Non-Executive Director)
Jakob Stausholm		(Non-Executive Director)

---

Maria Johanna Oudeman		(Non-Executive Director)
* Rebekka Glasser Herlofsen		(Non-Executive Director)
Jeroen van der Veer		(Non-Executive Director)
Ingrid Elisabeth di Valerio		(Non-Executive Director)
* Stig Lægreid		(Non-Executive Director)
* Lill-Heidi Bakkerud		(Non-Executive Director)
* Wenche Agerup		(Non-Executive Director)

 

* By:		/s/ PHILIPPE F. MATHIEU
Name:		Philippe F. Mathieu
Title:		Attorney in Fact

---

Authorized Representative

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly undersigned representative of Statoil ASA in the United States, has signed this Post-Effective Amendment No. 1 in the City of Newark, State of Delaware, on May 11, 2016.

 

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Statoil Petroleum AS certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Post-Effective Amendment No. 1 to its Registration Statement on Form F-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stavanger, Norway, on May 11, 2016.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed below by the following persons in the capacities indicated on May 11, 2016.

 

Signature		Title
* Eldar Sætre		(President and Chief Executive Officer)
* Hans Jakob Hegge		(Executive Vice President, Chief Financial Officer)
/s/ PHILIPPE F. MATHIEU Philippe F. Mathieu		(Senior Vice President, Finance)
* Hans Henrik Klouman		(Director)
* Bent Rune Solheim		(Director)
* Kjell Byberg		(Director)
* Geir Aalhus		(Director)

 

* By:		/s/ PHILIPPE F. MATHIEU
Name:		Philippe F. Mathieu
Title:		Attorney in Fact

---

Authorized Representative

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly undersigned representative of Statoil Petroleum AS in the United States, has signed this Post-Effective Amendment No. 1 in the City of Newark, State of Delaware, on May 11, 2016.

 

---

INDEX TO EXHIBITS

 

Exhibit Number		Description of Document
1.1		Form of Underwriting Agreement for Debt Securities (incorporated by reference to Exhibit 1.1 of Statoil ASA and Statoil Petroleum’s Registration Statement on Form F-3 (File No. 333-167092) filed with the Securities and Exchange Commission on May 26, 2010).
1.2		Form of Underwriting Agreement for Ordinary Shares.*
4.1		Form of Indenture among Statoil ASA (name changed from StatoilHydro ASA), Statoil Petroleum AS (name changed from StatoilHydro Petroleum AS) and Trustee (incorporated by reference to Exhibit 4.1 of Statoil ASA’s and Statoil Petroleum AS’s Post-Effective Amendment No. 1 to their Registration Statement on Form F-3 (File No. 333-143339) filed with the Securities and Exchange Commission on April 2, 2009).
4.2		Supplemental Indenture No. 1 (incorporated by reference to Exhibit 4.2 of Statoil ASA and Statoil Petroleum’s Registration Statement on Form F-3 (File No. 333-167092) filed with the Securities and Exchange Commission on May 26, 2010).
4.3		Form of Debt Securities and Guarantees relating thereto (included in Exhibit 4.2).
4.4		Articles of Association of Statoil ASA, as amended (English translation) (incorporated by reference to Exhibit 1 to Statoil’s Annual Report on Form 20-F for the fiscal year ended December 31, 2015 (File No. 1-15200)).
4.5		Form of Second Amended and Restated Deposit Agreement among Statoil ASA, Deutsche Bank Trust Company Americas as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder (incorporated by reference to Exhibit (a)(1) of Statoil’s Registration Statement on Form F-6 filed with the Securities and Exchange Commission January 24, 2013 (File No. 333-186179)).
5.1		Opinion of the Legal Counsel of Statoil ASA, as to the validity of the Debt Securities of Statoil ASA and the Guarantee of Statoil Petroleum AS, as to certain matters of Norwegian law.
5.2		Opinion of Clifford Chance LLP, as to the validity of the Debt Securities of Statoil ASA and the Guarantee of Statoil Petroleum AS, as to certain matters of New York law.
8.1		Opinion of the Legal Counsel of Statoil ASA, as to certain matters of Norwegian taxation (included in Exhibit 5.1 above).
8.2		Opinion of Clifford Chance LLP, as to certain matters of U.S. taxation.
12.1		Computation of ratio of earnings to fixed charges (incorporated herein by reference to Exhibit 7 to Statoil’s Annual Report on Form 20-F for the fiscal year ended December 31, 2015 and by reference to Exhibit 12.1 to Statoil’s Report on Form 6-K filed with the Securities and Exchange Commission on April 27, 2016).
23.1		Consent of KPMG AS, Independent Registered Public Accounting Firm.
23.2		Consent of the Legal Counsel of Statoil ASA (included in Exhibit 5.1 above).

---

23.3		Consent of Clifford Chance LLP (included in Exhibits 5.2 and 8.2 above).
23.4		Consent of DeGolyer and MacNaughton.
24.1		Powers of attorney for signatories of Statoil ASA and Statoil Petroleum AS.**
25.1		Statement of eligibility of Trustee on Form T-1 with respect to Exhibit 4.1 above.

 

*	To be filed by amendment or incorporated by reference to a subsequently filed Report on Form 6-K.

**	Previously filed as part of the Registration Statement filed on May 9, 2016.

Exhibit 5.1

[Statoil ASA letterhead]

Statoil ASA

Forusbeen 50

N-4035 Stavanger

Norway

Statoil Petroleum AS

Forusbeen 50

N-4035 Stavanger

Norway

May 9, 2016

Ladies and Gentlemen:

I have acted as Legal Counsel, Legal Corporate of Statoil ASA, a corporation existing under the Norwegian Public Companies Act (the “Company”) and Statoil Petroleum AS, a corporation existing under the Norwegian Companies Act and a wholly-owned subsidiary of the Company (the “Guarantor”) in connection with the registration under the Securities Act of 1933, as amended (the “Act”) of an indeterminate principal amount of debt securities (the “Debt Securities”) of the Company, and the related guarantees (the “Guarantees”) by the Guarantor, and ordinary shares (the “Ordinary Shares”) of the Company. I am delivering this opinion pursuant to the requirements of the Act.

In connection with my opinion, I have examined such corporate records, certificates and other documents and such questions of law as I have deemed necessary or appropriate for purposes of this opinion.

Based upon and subject to the foregoing, I am of the opinion that:

 

(a)

the Company has been duly incorporated and is validly existing as a public limited company (allmennaksjeselskap) under the laws of the Kingdom of Norway;

 

(b)

the Guarantor has been duly incorporated and is validly existing as a limited company (aksjeselskap) under the laws of the Kingdom of Norway;

 

(c)

when the Registration Statement on Form F-3 (the “Registration Statement”) has become effective under the Act, the Indenture relating to the Debt Securities and the Guarantees has been duly authorized, executed and delivered, the terms of the Debt Securities and the Guarantees and of their issuance and sale have been duly established in conformity with the Indenture relating to such Debt Securities so as not to violate any applicable law or result in a default under or breach of any agreement or instrument then binding upon the Company or the Guarantor, as applicable, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company or the Guarantor, as applicable, and the Debt Securities and the Guarantees have been duly executed and, in the case of the Debt Securities, authenticated in accordance with the Indenture and issued and sold as contemplated in the Registration Statement, the Debt Securities will constitute valid and legally binding obligations of the Company and the Guarantees will constitute valid and legally binding obligations of the Guarantor, in each case, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles;

 

(d)

when the Registration Statement has become effective under the Act and the Ordinary Shares are issued and delivered against full payment therefor as contemplated in the Registration Statement and in conformity with the Company’s memorandum and articles of association and so as not to violate any applicable law, such Ordinary Shares will have been validly issued, fully paid and non-assessable (i.e., no further contributions in respect thereof will be required to be made to the Company by the holders thereof, by reason solely of their being such holders); and

---

(e)

the statements in the Prospectus included in the Registration Statement under the captions “Enforceability of Civil Liabilities”, “Taxation — Norwegian Taxation of Debt Securities and Payments under the Guarantees” and “Taxation — Norwegian Taxation of Ordinary Shares and ADSs”, to the extent such statements relate to matters of Norwegian law or regulation or to the provision of documents governed by the laws of Norway therein described, fairly present the information called for with respect to such legal matters and documents and fairly summarize the matters referred to therein.

The opinions expressed herein are limited to questions arising under the laws of the Kingdom of Norway as they stand and have been interpreted in published case law of the courts in the Kingdom of Norway as of the date hereof, and I have not investigated the laws of any jurisdiction other than the Kingdom of Norway and I do not express or imply an opinion on the laws of any jurisdiction other than the Kingdom of Norway.

This opinion is furnished to you solely for your benefit and may not be used or relied upon by or published or communicated to any other person or entity for any purpose whatsoever without my prior written consent.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to the Legal Counsel, Legal Corporate under the captions “Taxation — Norwegian Taxation of Debt Securities and Payments under the Guarantees” and “Validity of Securities” in the Prospectus included therein. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required within Section 7 of the Act.

 

Very truly yours,

/s/ Igor Volner

Igor Volner

Legal Counsel, Legal Corporate

Exhibit 5.2

May 9, 2016

 

Statoil ASA,

Forusbeen 50,

N-4035 Stavanger,

Norway.

Statoil Petroleum AS,

Forusbeen 50,

N-4035 Stavanger,

Norway.

Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933, as amended (the “Act”), by Statoil ASA, a corporation existing under the Norwegian Public Companies Act (the “Company”), of an indeterminate principal amount of debt securities (the “Debt Securities”) of the Company, and the related guarantees (the “Guarantees”) of the Debt Securities by Statoil Petroleum AS, a corporation existing under the Norwegian Companies Act and a wholly-owned subsidiary of the Company (the “Guarantor”), and ordinary shares (the “Ordinary Shares”) of the Company, we, as your U.S. counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.

Upon the basis of such examination, we advise you that, in our opinion, when the Registration Statement on Form F-3 (the “Registration Statement”) has become effective under the Act and the terms of the Debt Securities and the Guarantees and of their issuance and sale have been duly established in conformity with the Indenture relating to such Debt Securities and Guarantees between the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) (the “Base Indenture”), as amended and supplemented by Supplemental Indenture No. 1 to the Base Indenture (together with the Base Indenture, the “Indenture”), so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company or the Guarantor, as applicable, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company or the Guarantor, as applicable, and the Debt Securities and the Guarantees have been duly executed and, in the case of the Debt Securities, authenticated in accordance with the Indenture and issued and sold as contemplated in the Registration Statement, the Debt Securities will constitute valid and legally binding obligations of the Company and the Guarantees will constitute valid and legally binding obligations of the Guarantor, in each case, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

We note that, as of the date of this opinion, a judgment for money in an action based on a Debt Security denominated in a foreign currency or currency unit or the related Guarantee in a Federal or state court in the United States ordinarily would be enforced in the United States only in United States dollars. The date used to determine the rate of conversion of the foreign currency or currency unit in which a particular Debt Security is denominated or the related Guarantee into United States dollars will depend upon various factors, including which court renders the judgment. In the case of a Debt Security denominated in a foreign currency or the related Guarantee, a state court in the State of New York rendering a judgment on such Debt Security or Guarantee would be required under Section 27 of the New York Judiciary Law to render such judgment in the foreign currency in which the Debt Security or Guarantee is denominated, and such judgment would be converted into United States dollars at the exchange rate prevailing on the date of entry of the judgment.

The foregoing opinion is limited to the federal laws of the United States and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. With respect to all matters of Norwegian law, we have relied upon the opinion, dated today’s date of Igor Volner, Legal Counsel of Statoil ASA and Statoil Petroleum AS, and our opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in such opinion of the Legal Counsel.

---

Also, we have relied as to certain factual matters on information obtained from public officials, officers of the Company and the Guarantor and other sources believed by us to be responsible, and we have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee thereunder, and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the heading “Validity of the Securities” in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

 

Exhibit 8.2

May 9, 2016

 

Statoil ASA,

Forusbeen 50,

N-4035 Stavanger,

Norway.

Statoil Petroleum AS,

Forusbeen 50,

N-4035 Stavanger,

Norway.

Ladies and Gentlemen:

We have acted as United States federal income tax counsel to Statoil ASA (“Statoil”) and Statoil Petroleum AS (“Statoil Petroleum”) in connection with the registration under the Securities Act of 1933, as amended (the “Act”) by Statoil of an indeterminate amount of debt securities fully and unconditionally guaranteed by Statoil Petroleum and of ordinary shares, which ordinary shares may be represented by American Depositary Shares, evidenced by American Depositary Receipts. We hereby confirm to you that the statements of United States tax law set forth under the heading “Taxation — United States Taxation” in the Registration Statement on Form F-3 (“Registration Statement”), dated as of the date hereof, are accurate in all material respects.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Taxation — United States Taxation.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

 

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The board of directors

Statoil ASA

We consent to the use of our reports dated March 9, 2016, with respect to the consolidated balance sheets of Statoil ASA as of December 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the years in the three-year period ended December 31, 2015 and the effectiveness of internal control over financial reporting as of December 31, 2015, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG AS

Stavanger, Norway

May 9, 2016

Exhibit 23.4

DEGOLYER AND MACNAUGHTON

500 1 SPRING VALLEY ROAD

SUITE 800 EAST

DALLAS, TEXAS 75244

May 6, 2016

Statoil ASA

Forusbeen 50

N-4035 Stavanger

Norway

Ladies and Gentlemen:

We hereby consent to the references to DeGolyer and MacNaughton under the heading “Experts” in the Statoil ASA United States Securities and Exchange Commission Registration Statement on Form F-3 and the incorporation by reference therein of our third-party letter report dated February 29, 2016, concerning our evaluation of certain oil and gas properties of Statoil ASA, which is included as Exhibit 15(a)(iii) to the Statoil ASA Annual Report on Form 20-F for the year ended December 31, 2015.

 

Exhibit 25.1

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM T-1

 

 

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

¨	CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

 

 

DEUTSCHE BANK TRUST COMPANY AMERICAS

(formerly BANKERS TRUST COMPANY)

(Exact name of trustee as specified in its charter)

 

 

 

NEW YORK		13-4941247
(Jurisdiction of Incorporation or		(I.R.S. Employer
organization if not a U.S. national bank)		Identification no.)

 

60 WALL STREET
NEW YORK, NEW YORK		10005
(Address of principal		(Zip Code)
executive offices)

Deutsche Bank Trust Company Americas

Attention: Catherine Wang

Legal Department

60 Wall Street, 36th Floor

New York, New York 10005

(212) 250 – 7544

(Name, address and telephone number of agent for service)

 

 

Statoil ASA

(Exact name of obligor as specified in its charter)

 

 

 

Kingdom of Norway		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

 

Forusbeen 50, N-4035 Stavanger, Norway
(Address of principal executive offices)		(Zip Code)

 

 

Statoil Petroleum AS

(Exact name of obligor as specified in its charter)

 

 

 

Kingdom of Norway		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
Forusbeen 50, N-4035 Stavanger, Norway
(Address of principal executive offices)		(Zip Code)

 

 

Debt Securities

fully and unconditionally guaranteed by Statoil Petroleum AS

(a wholly-owned subsidiary of Statoil ASA)

(Title of the indenture securities)

 

 

 

---

Item 1. General Information.

Furnish the following information as to the trustee.

(a) Name and address of each examining or supervising authority to which it is subject.

 

Name		Address
Federal Reserve Bank (2nd District)		New York, NY
Federal Deposit Insurance Corporation		Washington, D.C.
New York State Banking Department		Albany, NY

(b) Whether it is authorized to exercise corporate trust powers.

      Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the Trustee, describe each such affiliation.

None.

Item 3. -15. Not Applicable

Item 16. List of Exhibits.

 

Exhibit 1		Restated Organization Certificate of Bankers Trust Company dated August 31, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 18, 1998;Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999; and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated March 14, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 2 -		Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 3 -		Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 4 -		Existing By-Laws of Deutsche Bank Trust Company Americas, dated July 24, 2014, incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 5 -		Not applicable.

---

Exhibit 6 -		Consent of Bankers Trust Company required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 7 -		A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8 -		Not Applicable.
Exhibit 9 -		Not Applicable.

---

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 6th day of May, 2016.

 

---

Board of Governors of the Federal Reserve System OMB Number 7100-0036 Federal Deposit Insurance Corporation OMB Number 3064-0052 Office of the Comptroller of the Currency OMB Number 1557-0081 Approval expires March 31, 2018 Page 1 of 84 Federal Financial Institutions Examination Council Consolidated Reports of Condition and Income for a Bank with Domestic and Foreign Offices—FFIEC 031 Report at the close of business December 31, 2015 This report is required by law: 12 U.S.C. § 324 (State member banks); 12 U.S.C. §1817 (State nonmember banks); 12 U.S.C. §161 (National banks); and 12 U.S.C. §1464 (Savings associations). 20151231 (RCON 9999) Unless the context indicates otherwise, the term “bank” in this report form refers to both banks and savings associations. This report form is to be filed by banks with branches and consolidated subsidiaries in U.S. territories and possessions, Edge or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries, or International Banking Facilities. NOTE: Each bank’s board of directors and senior management are responsible for establishing and maintaining an effective system of internal control, including controls over the Reports of Condition and Income. The Reports of Condition and Income are to be prepared in accordance with federal regulatory authority instructions. The Reports of Condition and Income must be signed by the Chief Financial Officer (CFO) of the reporting bank (or by the individual performing an equivalent function) and attested to by not less than two directors (trustees) for state nonmember banks and three directors for state member banks, national banks, and savings associations. I, the undersigned CFO (or equivalent) of the named bank, attest that the Reports of Condition and Income (including the supporting Signature of Chief Financial Officer (or Equivalent) Date of Signature Submission of Reports Each bank must file its Reports of Condition and Income (Call Report) data by either: (a) Using computer software to prepare its Call Report and then submitting the report data directly to the FFIEC’s Central Data Repository (CDR), an Internet-based system for data collection (https://cdr.ffiec.gov/cdr/), or (b) Completing its Call Report in paper form and arranging with a software vendor or another party to convert the data into the electronic format that can be processed by the CDR. The software vendor or other party then must electronically submit the bank’s data file to the CDR. For technical assistance with submissions to the CDR, please contact the CDR Help Desk by telephone at (888) CDR-3111, by fax at (703) 774-3946, or by e-mail at [email protected]. FDIC Certificate Number 623 (RSSD 9050) schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct to the best of my knowledge and belief. We, the undersigned directors (trustees), attest to the correctness of the Reports of Condition and Income (including the supporting schedules) for this report date and declare that the Reports of Condition and Income have been examined by us and to the best of our knowledge and belief have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct. Director (Trustee) Director (Trustee) Director (Trustee) To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach your bank’s completed signature page (or a photocopy or a computer generated version of this page) to the hard-copy record of the data file submitted to the CDR that your bank must place in its files. The appearance of your bank’s hard-copy record of the submitted data file need not match exactly the appearance of the FFIEC’s sample report forms, but should show at least the caption of each Call Report item and the reported amount. DEUTSCHE BANK TRUST COMPANY AMERICAS Legal Title of Bank (RSSD 9017) New York City (RSSD 9130) NY 10005 State Abbreviation (RSSD 9200) ZIP Code (RSSD 9220) The estimated average burden associated with this information collection is 50.4 hours per respondent and is estimated to vary from 20 to 775 hours per response, depending on individual circumstances. Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondent’s activities. A Federal agency may not conduct or sponsor, and an organization (or a person) is not required to respond to a collection of information, unless it displays a currently valid OMB control number. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503, and to one of the following: Secretary, Board of Governors of the Federal Reserve System, 20th and

---

FFIEC 031 Page 16 of 84 RC-1 Consolidated Report of Condition for Insured Banks and Savings Associations for December 31, 2015 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. Schedule RC—Balance Sheet Dollar Amounts in Thousands RCFD Tril | Bil | Mil | Thou Assets 1. Cash and balances due from depository institutions (from Schedule RC-A): a.Noninterest-bearing balances and currency and coin (1) 0081 111,000 1.a. b.Interest-bearing balances (2) 0071 10,980,000 1.b. 2. Securities: a.Held-to-maturity securities (from Schedule RC-B, column A)… 1754 0 2.a. b.Available-for-sale securities (from Schedule RC-B, column D) 1773 0 2.b. 3. Federal funds sold and securities purchased under agreements to resell: a.Federal funds sold in domestic offices RCON B987 0 3.a. b.Securities purchased under agreements to resell (3) RCFD B989 21,696,000 3.b. 4. Loans and lease financing receivables (from Schedule RC-C): RCFD a.Loans and leases held for sale..… 5369 0 4.a. b.Loans and leases, net of unearned income… B528 18,721,000 4.b. c. LESS: Allowance for loan and lease losses 3123 39,000 4.c. d.Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)… B529 18,682,000 4.d. 5. Trading assets (from Schedule RC-D) 3545 6,000 5. 6. Premises and fixed assets (including capitalized leases)… 2145 16,000 6. 7. Other real estate owned (from Schedule RC-M) 2150 0 7. 8. Investments in unconsolidated subsidiaries and associated companies… 2130 0 8. 9. Direct and indirect investments in real estate ventures 3656 0 9. 10. Intangible assets: a.Goodwill 3163 0 10.a. b.Other intangible assets (from Schedule RC-M)… 0426 29,000 10.b. 11. Other assets (from Schedule RC-F) 2160 604,000 11. 12. Total assets (sum of items 1 through 11)… 2170 52,124,000 12. Liabilities 13. Deposits: RCON a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, Part I) 2200 40,526,000 13.a. (1) Noninterest-bearing (4)...… RCON 6631 26,888,000 13.a.(1) (2) Interest-bearing RCON 6636 13,638,000 13.a.(2) b. In foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN (from Schedule RC-E, Part II)… 2200 0 13.b. (1) Noninterest-bearing RCFN 6631 0 13.b.(1) (2) Interest-bearing RCFN 6636 0 13.b.(2) 14. Federal funds purchased and securities sold under agreements to repurchase: a. Federal funds purchased in domestic offices (5).......... RCON B993 1,336,000 14.a. b. Securities sold under agreements to repurchase (6) RCFD B995 0 14.

---

FFIEC 031 Page 17 of 84 RC-2 Schedule RC—Continued Dollar Amounts in Thousands RCFD Tril | Bil | Mil | Thou Liabilities—Continued 19. Subordinated notes and debentures (1)..… 3200 0 19. 20. Other liabilities (from Schedule RC-G)… 2930 1,438,000 20. 21. Total liabilities (sum of items 13 through 20) 2948 43,334,000 21. 22. Not applicable Equity Capital Bank Equity Capital 23. Perpetual preferred stock and related surplus 3838 0 23. 24. Common stock 3230 2,127,000 24. 25. Surplus (exclude all surplus related to preferred stock) 3839 599,000 25. 26. a. Retained earnings.. 3632 6,071,000 26.a. b. Accumulated other comprehensive income (2).… B530 (7,000) 26.b. c. Other equity capital components (3)… A130 0 26.c. 27. a. Total bank equity capital (sum of items 23 through 26.c)..… 3210 8,790,000 27.a. b. Noncontrolling (minority) interests in consolidated subsidiaries 3000 0 27.b. 28. Total equity capital (sum of items 27.a and 27.b)..… G105 8,790,000 28. 29. Total liabilities and equity capital (sum of items 21 and 28)..… 3300 52,124,000 29. Memoranda To be reported with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors RCFD Number as of any date during 2014. 6724 NA M.1. 1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 = Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm 4 = Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state-chartering authority) 5 = Directors’ examination of the bank performed by other external auditors (may be required by state-chartering authority) 6 = Review of the bank’s financial statements by external auditors 7 = Compilation of the bank’s financial statements by external auditors 8 = Other audit procedures (excluding tax preparation work) 9 = No external audit work To be reported with the March Report of Condition. RCON MM/DD 2. Bank's fiscal year-end date… 8678 NA M.2. 1. Includes

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• GRI Bio to Present at LIVE! with Webull Corporate Connect: Virtual Biotech Investment Webinar
• Everything Blockchain Inc. Partners with The Rehfeldt Group
• Mowi ASA – Successful placement of new senior unsecured green bonds